EXHIBIT 10(iii)(k)


                    SEPARATION AGREEMENT AND GENERAL RELEASE
                    ----------------------------------------

                  Texaco Inc., 2000 Westchester Avenue, White Plains, New York
10650, its affiliates, subsidiaries, divisions, successors and assigns, and the
current and former employees, officers, directors, and agents thereof
(referenced herein as "Texaco" except as otherwise specified), and Mr. Peter I.
Bijur (referenced herein as "Mr. Bijur") state that:

                   WHEREAS, Mr. Bijur held the position of Chairman of the Board
and Chief Executive Officer of Texaco Inc.; and

                   WHEREAS, Mr. Bijur submitted a letter resigning his positions
with Texaco on February 3, 2001; and

                   WHEREAS,  the Texaco Board of Directors  accepted Mr. Bijur's
resignation on February 4, 2001; and

                   WHEREAS,  Mr. Bijur and Texaco each desire to reach accord on
a final separation package for Mr. Bijur,

                   IT IS NOW  THEREFORE  AGREED TO BY AND BETWEEN Mr.  Bijur and
Texaco, that:

                   1.  Consideration.  In consideration  for Mr. Bijur's signing
this   Separation   Agreement  and  General   Release   (referenced   herein  as
"Agreement"), his compliance with the promises made herein, and in settlement of
all claims Mr.  Bijur had,  has or may have against  Texaco,  including  but not
limited to those arising from Mr. Bijur's resignation, Texaco agrees:

                         a. to  consider  Mr.  Bijur as a retiree of Texaco Inc.
for the purposes of any applicable benefit plans (including the Retirement Plan,
the Supplemental  Pension Plan (Supplement 1), the Supplemental Bonus Retirement
Plan  (Supplement 3), the Stock  Incentive Plan, the Employees  Thrift Plan, the
Incentive   Compensation  Plan,  the  Comprehensive  Medical  Plan,  the  Dental
Assistance  Plan,  the Term Life  Insurance  Plan and the  Director and Employee
Deferral Plan), and for the purposes of determining the disposition of grants of
stock,  restricted stock, stock options and units made prior to the date of this
Agreement  pursuant and subject to the provisions and restrictions  provided for
in the applicable  Texaco Inc. Stock  Incentive Plan document and in Mr. Bijur's
Texaco Inc. Stock Incentive  Agreements and Incentive  Compensation  Agreements.
The Compensation  Committee of the Board of Directors of Texaco Inc. (referenced
herein as "Compensation  Committee")  agrees neither to vest, impose conditions,
nor forfeit any options and/or restricted stock or units under the

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discretion  granted to it by the Stock  Incentive  Plan and/or Mr. Bijur's Stock
Incentive Agreements;

                         b. to pay Mr.  Bijur  the  sum of  nine  hundred  sixty
thousand  dollars and no cents  ($960,000.00),  minus all  applicable  taxes and
withholdings.   This  nine  hundred   sixty   thousand   dollars  and  no  cents
($960,000.00),  minus all applicable  taxes and  withholdings,  shall be paid in
installments  as follows:  three  hundred  sixty  thousand  dollars and no cents
($360,000.00),  minus all applicable taxes and withholdings, will be paid on the
30th day of the calendar month after Mr. Gregory I. Rasin receives a letter from
Mr. Bijur in the form attached to this  Agreement as Exhibit A, dated and signed
by Mr. Bijur eight (8) days or more after he dates and signs this Agreement, and
thereafter  six  installments  of one  hundred  thousand  dollars  and no  cents
($100,000.00), minus all applicable taxes and withholdings, shall be made on the
30th day of each  successive  calendar month (or the next business day where the
30th is a Saturday or Sunday) thereafter until six such payments are made;

                         c. to pay Mr. Bijur seven million  dollars and no cents
($7,000,000.00),  minus all applicable taxes and  withholdings,  on December 29,
2001.  This payment will be made in  accordance  with the deferral  arrangements
provided by Mr. Bijur pursuant to the  provisions of Texaco Inc.'s  Director and
Employee  Deferral  Plan.  Mr. Bijur shall make his deferral  election under the
terms of the Texaco Inc. Director and Employee Deferral Plan by May 31, 2001;

                         d. if it is finally  determined that the payment(s) set
forth in  subparagraph(s)  b.  and/or c. of this  Paragraph 1 or under any other
agreement,  plan, program or policy sponsored by Texaco are subject to an excise
tax pursuant to Internal Revenue Code Section 4999, to pay Mr. Bijur that amount
which is necessary to reimburse  him on an after-tax  basis  (including  income,
FICA and excise taxes) for any excise tax that is so imposed,  provided however,
that (i)  immediately  upon being  notified by any taxing  authority  there is a
question  whether  such an excise tax is due,  Mr. Bijur will notify the General
Counsel of Texaco or any successor  corporation,  in writing,  by certified mail
return  receipt  requested,  that such an issue has been raised;  (ii) Mr. Bijur
fully  cooperates  with  Texaco  or  any  successor  corporation,   should  such
corporation  decide to challenge the imposition of such an excise tax before any
taxing  authority  or a court;  and (iii) no  payment  shall be made  under this
subparagraph  d, and this  subparagraph  d. shall not  apply,  in respect of the
accelerated  vesting of nonqualified stock options or restricted stock issued by
Texaco if such payment or such application is the sole reason precluding the use
by Texaco of the pooling of interests method of accounting and this subparagraph
d. cannot be modified or delayed to allow payment hereunder  without  precluding
the use of the pooling of  interests  method of  accounting,  as  determined  by
Texaco's independent auditors. Texaco will make best efforts to alter, modify or
delay the payment so the gross up can be made.  If such a payment is to be made,
it shall be calculated  based upon the assumption  that Mr. Bijur pays state and
local income taxes at the highest marginal rate of taxation imposed by

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the state and  locality in which Mr.  Bijur  resides or New York (or both,  with
application of appropriate  credits) in the calendar year in which payment is to
be made and pays FICA taxes on wages  earned.  It also shall be assumed that Mr.
Bijur's  income  tax rate will be  computed  based  upon the  maximum  effective
marginal  federal,  state,  and local income tax rates (including FICA taxes) on
earned  income;  with such maximum  effective  federal rate to be computed  with
regard to IRC section 68, and  applying  any  available  deduction  of state and
local income taxes for federal income tax purposes.  All such calculations shall
be made by the public  accounting  firm or party  specified  by Texaco  Inc.  If
Texaco or any successor  corporation  elects to challenge the imposition of such
excise tax, the cost of doing so shall be borne by the corporation;

                         e. to pay Mr.  Bijur  fifteen  thousand  dollars and no
cents  ($15,000.00),  minus all applicable  taxes and  withholdings,  in lieu of
outplacement,  such  payment  to be made at the same time as the  first  payment
provided for in subparagraph b. of this Paragraph 1 is to be made;

                         f. to  provide  Mr.  Bijur  the cost of an  office  and
secretary for the earlier of seven (7) years from February 4, 2001, or until Mr.
Bijur  obtains  employment,  such  cost not to exceed  the  total  amount of one
hundred seventy-five thousand dollars and no cents ($175,000.00) per year;

                         g. to provide Mr.  Bijur with the  financial/accounting
services  (pursuant to the Tax  Assistance  Plan)  ordinarily  made available to
Texaco executives for the calendar years 2001, 2002, 2003 and 2004;

                         h.  to  pay  Mr.   Bijur's   actual   legal   fees  and
disbursements  up to a maximum of  seventy-five  thousand  dollars  and no cents
($75,000.00),  incurred in connection  with his  representation  by  Cadwalader,
Wickersham & Taft ("Cadwalader")  with regard to his consideration,  negotiation
and execution (without revocation of this Agreement or any part thereof) of this
Agreement.  Said legal fees shall be paid to Cadwalader  within thirty (30) days
of receipt by Gregory I. Rasin,  Esq. of an invoice  from  Cadwalader  detailing
their  actual  fees for  services  rendered  to Mr.  Bijur  with  regard  to his
consideration,  negotiation and execution of this Agreement,  provided  however,
that no such  payment  shall  be owed or paid  until a letter  in form  attached
hereto as Exhibit A, dated and signed by Mr.  Bijur eight (8) or more days after
he dates and signs this Agreement is received by Mr. Gregory I. Rasin;  Jackson,
Lewis, Schnitzler & Krupman, 101 Park Avenue, New York, New York 10178-3898; and

Provided further,  in the case of the consideration  payable under subparagraphs
b., c., d. and h. of this  Paragraph  1, that Mr.  Bijur does not  exercise  his
right to  revoke  his  waiver of his  rights  under  the Age  Discrimination  in
Employment  Act of 1967,  as amended,  as is  described  in  Paragraph 4 of this
Agreement  and a letter in the form  attached  hereto as  Exhibit  A,  dated and
signed  by Mr.  Bijur  eight (8) or more  days  after


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he dates and signs this Agreement, is received by Mr. Gregory I. Rasin, Jackson,
Lewis, Schnitzler & Krupman, 101 Park Ave, New York, New York, 10178-3898.

                   2. No Obligations  Absent  Execution of this  Agreement.  Mr.
Bijur  acknowledges and agrees that the payments  provided in this Agreement are
not otherwise due or owing to him under any Texaco employment agreement (oral or
written),  or Texaco policy or practice,  that the payments would not be made or
owing absent his execution of this Agreement and the fulfillment of the promises
contained herein,  and that the payments to be provided are not intended to, and
shall not  constitute,  a severance  plan, and shall confer no benefit on anyone
other than the parties hereto.  Mr. Bijur further  acknowledges  that except for
the specific financial and other  consideration set forth in this Agreement,  he
is not and  shall  not in the  future  be  entitled  to any  other  compensation
including, without limitation,  other wages, commissions,  bonuses, stock option
grants, restricted stock awards, holiday pay, change of control benefits, or any
other  form  of  compensation  or  benefit,  and  that  no  financial  or  other
consideration set forth in this Agreement shall be applied for any purpose under
any compensation or benefit plan of Texaco.

                  3.     General Release of Claims.

                         a.  Mr.  Bijur,  on  behalf  of  himself,   his  heirs,
executors,  administrators,  successors,  and assigns, knowingly and voluntarily
releases  and forever  discharges  Texaco and Chevron  Corporation  ("Chevron"),
their respective affiliates,  subsidiaries,  and/or divisions, and their current
or former employees,  officers, directors and/or agents, of and from any and all
claims, demands and/or causes of action, known and unknown, which Mr. Bijur had,
has or may have  against  Texaco  and/or  Chevron as of the date of execution of
this Agreement,  including,  but not limited to, any alleged violation of and/or
any claim pursuant to:

     o    The National Labor Relations Act, as amended;

     o    Title VII of the Civil Rights Act of 1964, as amended;

     o    Sections  1981 through 1988 of Title 42 of the United  States Code, as
          amended;

     o    The Employee Retirement Income Security Act of 1974, as amended;

     o    The Immigration Reform Control Act, as amended;

     o    The Americans with Disabilities Act of 1990, as amended;

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     o    The Age Discrimination in Employment Act of 1967, as amended;

     o    The Fair Labor Standards Act, as amended;

     o    The Occupational Safety and Health Act, as amended;

     o    The Family and Medical Leave Act of 1993;

     o    The New York Equal Pay Law, as amended;

     o    The New York Human Rights Law, as amended;

     o    The New York Civil Rights Act, as amended;

     o    The New York Occupational Safety and Health Laws, as amended;

     o    The New York State Wage and Hour Laws, as amended;

     o    The New York Whistleblower Law, as amended;

     o    any other federal, state or local civil or human rights law or any
         other  local,  state or  federal  law,  regulation  or  ordinance;

     o    any contract, agreement and/or plan, including, but not limited to any
          rights Mr. Bijur had, has or may have pursuant to or by reason of:

          i.  the  Agreement  and Plan of Merger  dated as of October  15,  2000
              among Texaco Inc., Chevron Corporation and Keepep Inc. (referenced
              herein as the "Merger Agreement");

          ii. the December 17, 1998 Severance  Agreement between Texaco Inc. and
              Peter I. Bijur;

          iii. the Texaco Inc. 1997 Stock Incentive Plan;

          iv. any and all compensation  agreements between Texaco Inc. and Peter
              I. Bijur;

          v.  any and all qualified and  unqualified  Texaco Inc.  benefit plans
              under which Mr. Bijur enjoys  participation,  except to


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              the extent Mr. Bijur has vested  rights and/or entitlements as a
              retiree of Texaco;

     o    any public policy, tort, or common law; and

     o    any allegation for costs, fees, or other expenses including attorneys'
          fees incurred in these matters  (except for payment of the  attorneys'
          fees provided for in this Agreement).

                         b. Nothing contained in this release shall constitute a
waiver by Mr.  Bijur of any rights to  enforce  the terms of this  Agreement  or
rights to defense or  indemnity  he may have under state law or the  articles of
incorporation or by-laws of Texaco Inc. or the Merger Agreement.

                         c. Texaco Inc. on behalf of itself and its subsidiaries
and divisions,  knowingly and  voluntarily  releases and forever  discharges Mr.
Bijur of and from any and all claims, demands and/or causes of action, known and
unknown, which Texaco Inc. had, has or may have against Mr. Bijur as of the date
of execution of this Agreement.

                   4. Mr. Bijur's Older Workers  Benefit  Protection Act Rights.
Mr. Bijur fully  understands  that in Paragraph 3 of this  Agreement,  Mr. Bijur
waives any claims he has or may have under the Age  Discrimination In Employment
Act of 1967, as amended  (referenced  herein as "ADEA").  In accordance with Mr.
Bijur's rights under the Older Workers Benefit  Protection Act, Texaco is hereby
notifying  Mr.  Bijur  that (1) he has at least  twenty-one  (21)  days from his
receipt of this  Agreement  to consider the waiver of his rights under the ADEA;
(2) he should consult with an attorney of his choosing prior to waiving his ADEA
rights by  executing  this  Agreement;  and (3) he has  seven (7) days  after he
executes this  Agreement to revoke his waiver of his rights under the ADEA.  Any
revocation of Mr.  Bijur's waiver of his rights under the ADEA must be submitted
in writing to Joseph P. Moan, Senior Counsel,  or his successor as designated by
Texaco or a  representative  of any  corporate  successor,  at 2000  Westchester
Avenue,  White Plains, New York 10650. Any such revocation of Mr. Bijur's waiver
of his rights under the ADEA must state, "I hereby revoke my waiver of my rights
under the Age  Discrimination  in  Employment  Act of 1967,  as amended,  that I
waived in the Separation Agreement and General Release between Texaco and me."

                   5. Representations by Mr. Bijur. Mr. Bijur hereby represents,
with the knowledge and intent that Texaco will rely upon such representations in
entering into this Agreement, that:

                         a. Claims. Mr. Bijur has no claim, charge, complaint or
action  against  Texaco pending in any forum or form. In the event that any such
claim,  charge,  complaint  or action has been  filed,  Mr.  Bijur  shall not be
entitled to recover any monies or other relief therefrom; and

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                         b. Company Property.  Mr. Bijur acknowledges and agrees
that he is not, nor will he become,  entitled to the use of any company property
after his resignation,  including but not limited to, any documents,  equipment,
services,  materials,  aircraft,  apartments  or  housing,  without  the express
permission of the Chief Executive Officer of Texaco, provided however, Mr. Bijur
shall be permitted to retain the computer and all related  hardware and software
currently kept at Mr. Bijur's residence.

                   6.  Representations by Texaco.  Texaco represents that it has
no claims, charge, complaint or action against Mr. Bijur pending in any forum or
form.  In the event that any such claim,  charge,  complaint  or action has been
filed,  Texaco  shall not be  entitled  to recover  any  monies or other  relief
therefrom.

                   7. Cooperation.  Mr. Bijur agrees to cooperate with Texaco in
defending  any  action  or  proceeding  including,   but  not  limited  to,  any
administrative  agency claims,  charges or complaints and/or any lawsuit against
Texaco.  Mr. Bijur also agrees to cooperate with Texaco as reasonably  requested
to assist obtaining approvals and closing the pending merger between Chevron and
Texaco. Mr. Bijur further agrees to be available on reasonable notice to consult
on merger-related  matters with Texaco.  Texaco will reimburse Mr. Bijur for his
reasonable  out-of-pocket expenses related to his compliance with this Paragraph
7.

                   8. No Use of Information.  Mr. Bijur shall not use,  publish,
or provide  information  for, or in any way  cooperate  with any other person in
using or publishing any confidential  information  learned by Mr. Bijur while he
was employed by Texaco. Mr. Bijur shall keep any such information  confidential,
and shall promptly return any confidential  materials  obtained in the course of
his  employment.  The  prohibitions  of this paragraph apply to both written and
oral publications.

                   9.  Confidentiality.  Mr.  Bijur  agrees not to disclose  any
information regarding the existence or substance of this Agreement, except to an
attorney and financial  advisor with whom Mr. Bijur chooses to consult regarding
his  consideration  of this  Agreement  and to his spouse,  as long as each such
person  agrees  to  keep  the  existence  and/or  substance  of  this  Agreement
confidential.  Texaco  agrees not to  disclose  any  information  regarding  the
existence or substance of this  Agreement  except to the extent  Texaco deems it
necessary for business purposes.

                   10.  No  Disparagement.  Mr.  Bijur  agrees  not to make  any
statement  nor to engage in any conduct  that is  professionally  or  personally
disparaging  about,  or adverse to, the  interests  of Texaco,  Chevron or their
respective  officers,  directors,  managers or supervisors,  including,  but not
limited  to, any  statements  that  disparage  any such  person or any  product,
service,  finances,  financial condition,  capability or any other aspect of the
business or reputation of Texaco or Chevron.  Truthful testimony by

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Mr. Bijur in connection  with any  litigation  shall in no event be considered a
violation of this Paragraph 10.  Notwithstanding  the  foregoing,  if any senior
executive  officer,  director or former  director of Texaco or Chevron makes any
statement  or  engages  in any  conduct  that is  professionally  or  personally
disparaging  about  Mr.  Bijur,  then  Mr.  Bijur  shall  be  released  from his
obligations  under this Paragraph 10 to the extent  necessary to respond to such
statement or conduct.

                   11. Court Order Or Subpoena.  The prohibitions imposed on Mr.
Bijur by Paragraphs 8, 9 and 10 above shall not supercede the  requirements of a
court order or subpoena.  If Mr. Bijur  receives a subpoena which in any way may
require him to act contrary to the prohibitions of Paragraphs 8, 9 and 10 above,
he will  immediately  contact Texaco by telephoning  Joseph Moan,  Esq. at (914)
253-7206,  or his successor as designated by Texaco or a  representative  of any
corporate  successor  and will  immediately  forward the subpoena to Mr. Moan by
overnight mail to Texaco Inc., 2000 Westchester  Avenue,  White Plains, New York
10650 or such other address as may be appropriately  designated.  Mr. Bijur will
cooperate  fully with Texaco in any lawful  effort it may make to quash any such
subpoena unless such cooperation would be detrimental to Mr. Bijur in any action
in which Mr. Bijur is a defendant.

                   12.  Breach of  Covenants.  Mr.  Bijur agrees that a material
breach of any of his  covenants  in this  Agreement  which causes harm to Texaco
shall relieve  Texaco of any further  obligations  hereunder and, in addition to
any other legal or equitable  remedy  available to Texaco,  shall  entitle it to
recover any payments  already paid to Mr. Bijur  pursuant to Paragraph 1 of this
Agreement.

                   13. Governing Law and Interpretation. This Agreement shall be
governed  and  conformed  in  accordance  with the laws of the State of New York
without regard to New York's conflict of laws provision. Should any provision of
this Agreement be declared  illegal or  unenforceable  by any court of competent
jurisdiction  and cannot be modified to be  enforceable,  excluding  the general
release language, such provision shall immediately become null and void, leaving
the  remainder  of this  Agreement  in full force and  effect.  However,  if any
portion of the general release language were ruled to be  unenforceable  for any
reason  based upon any action  taken by Mr.  Bijur or on his behalf,  Mr.  Bijur
shall return to Texaco all payments  made to him pursuant to Paragraph 1 of this
Agreement.

                   14. No Admission of Wrongdoing. Mr. Bijur agrees that neither
this Agreement nor the furnishing of the  consideration for this Agreement shall
be deemed or  construed at any time for any purpose as an admission by Texaco of
any liability or unlawful conduct of any kind.

                   15. No Obligation to Mitigate. In no event shall Mr. Bijur be
obligated to seek other employment or take any other action by way of mitigation
of the  amounts  payable  to Mr.  Bijur  under  any of the  provisions  of  this
Agreement,  and, except as

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specifically  provided  in this  Agreement,  such  amounts  shall not be reduced
whether or not Mr. Bijur obtains other employment.

                   16. Enforceability. This Agreement shall inure to the benefit
of  and be  enforceable  by  Mr.  Bijur's  personal  or  legal  representatives,
executors,  administrators,  heirs, distributees,  devisees and legatees. If Mr.
Bijur should die while any amount is still payable hereunder,  all such amounts,
unless otherwise provided herein,  shall be paid in accordance with the terms of
this Agreement to Mr. Bijur's  devisee,  legatees or other designee or, if there
is no such designee, to his or her estate.

                   17. Amendment. This Agreement may not be modified, altered or
changed except upon express  written  consent of both Parties  wherein  specific
reference is made to this Agreement.

                   18. Entire  Agreement.  This  Agreement sets forth the entire
agreement between the parties hereto,  and fully supersedes and extinguishes any
prior  agreements,  contracts or understandings  between the parties.  Mr. Bijur
acknowledges  that  he has  not  relied  on  any  representations,  promises  or
agreements of any kind made to him in connection  with his decision to sign this
Agreement,  except for those set forth in this  Agreement.  Notwithstanding  the
foregoing,  all of the terms of the  applicable  Texaco benefit plans and Texaco
Stock  Incentive  Plans will continue in full force and effect,  except that the
Compensation  Committee agrees neither to vest, impose  conditions,  nor forfeit
any options and/or restricted stock or units under the discretion  granted to it
by the Stock Incentive Plan and/or Mr. Bijur's Stock Incentive Agreements.

IN WITNESS WHEREOF, the parties hereto knowingly and voluntarily executed this
Separation Agreement and General Release as of the date set forth below:

TEXACO INC.                                                   PETER I. BIJUR

         /s/ Michael G. McQueeney                    /s/ Peter I. Bijur
By:      _____________________________               ________________________
         Michael G. McQueeney,
         Acting General Counsel



         /s/                                         /s/
         _______________________                     ________________________
         Witness                                              Witness


           5/2/01                                       5/1/01
Date: _____________________________        Date: _____________________________


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